LEONG HUP HOLDINGS BERHAD - Announcements

(e)
A conditional Sale and Purchase Agreement for the proposed disposal by Budiman to Bukit
Gambir of 119.82 acres of freehold land as comprised in the Budiman Land (“119.82-Acre
Land”), for a total consideration of RM22,965,180.48 to be satisfied by the Bukit Gambir
Loan 2 and by the issuance of new Shares worth RM12,965,180.48 (“Consideration
Shares”) by the proposed new holding company of Bukit Gambir (“Newco”) which is in
the course of preparing an application to the Securities Commission (“SC”) for listing on
the Kuala Lumpur Stock Exchange (“KLSE”) (“Proposed Disposal of 119.82-Acre
. The Consideration Shares are to be issued by Newco to Budiman at the initial
public offering price.
On 11 April 2001, the Board had further announced that LHHB had, on 11 April 2001, entered into
a conditional Sale and Purchase Agreement for the proposed acquisition by LHHB from Amalan of
an additional 20% equity interest in Budiman comprising 1,300,000 Shares for a total consideration
of RM3,926,000 to be satisfied by way of set-off against the amount owing by Amalan to LHM
(“Second Proposed Acquisition of Budiman Shares”). The consideration is therefore an amount
owing from LHHB to LHM, and will be set off against the amount owing from LHM to LHHB.
Together with the First Proposed Acquisition of Budiman Shares, the Second Proposed Acquisition
of Budiman Shares will increase LHHB’s equity interest in Budiman to 90.1% comprising
5,856,500 Shares.
The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise Shares,
Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land, Second
Proposed Acquisition of Budiman Shares and Proposed Disposal of 119.82-Acre Land shall
hereinafter be collectively referred to as the “Proposals”.
The First Proposed Acquisition of Budiman Shares, Proposed Disposal of Atlasprise Shares,
Proposed Disposal of 73.845-Acre Land, Proposed Disposal of 132.395-Acre Land and Proposed
Disposal of 119.82-Acre Land are related-party transactions because Mr. Yeo Soo Sia @ Yeo Soo
Seng is a director and substantial shareholder of Budiman, Bukit Gambir, Jayaplus and Pathalon, as
well as a director of Atlasprise.
The Second Proposed Acquisition of Budiman Shares is a related-party transaction for the following
reasons:-
(a)
(b)
(c)
(d)
(e)
(f)
Datuk Lau Chong Wang is the Chairman and Managing Director of LHHB and a
substantial shareholder of LHHB through his interest in LHM. He is a director and
substantial shareholder of LHM. He is also a substantial shareholder of Amalan, and a
director and an indirect substantial shareholder of Budiman through his interest in LHHB;
Dato Lau Eng Guang is an Executive Director of LHHB and a substantial shareholder of
LHHB. He is a director and substantial shareholder of LHM. He is also a substantial
shareholder of Amalan;
Datuk Lau Tuang Nguang is an Executive Director of LHHB and a substantial shareholder
of LHHB. He is a substantial shareholder of Amalan and a director of Budiman;
Mr. Lau Bong Wong is a substantial shareholder of LHHB through his interest in LHM.
He is a director and substantial shareholder of LHM. He is also a substantial shareholder
of Amalan, and a director and an indirect substantial shareholder of Budiman through his
interest in LHHB;
Mr. Lau Chia Nguang is a director and substantial shareholder of LHM, and a substantial
shareholder of Amalan;
Datuk Lau Chir Nguan is a director and substantial shareholder of both LHM and Amalan;
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